GCL Global Holdings Ltd

On February 13, 2025 (the “Closing Date”), GCL Global Holdings Ltd., a Cayman Islands exempted company (“PubCo” or the “Company”), consummated the transactions contemplated by that certain agreement and plan of merger dated October 18, 2023 (as amended on December 1, 2023, December 15, 2023, January 31, 2024, and September 30, 2024, and as may be further amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), entered by and among (i) the Company, (ii) RF Acquisition Corp., a Delaware corporation (“RFAC”), (iii) Grand Centrex Limited, a British Virgin Islands business company (“GCL BVI”), (iv) GCL Global Limited, a Cayman Islands exempted company limited by shares (“GCL Global”), and, (v) for the limited purposes set forth therein, RF Dynamic LLC, a Delaware limited liability company (the “Sponsor”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Merger Agreement.

In connection with the closing of the transactions contemplated in the Merger Agreement, the Company filed with the SEC on February 20, 2025 the Shell Company Report which was incorrectly tagged as a registration statement on a Form 20FR12B. On the date hereof, the Company has withdrawn the Form 20FR12B filed on February 20, 2025 and is filing this Shell Company Report on Form 20-F (including information incorporated by reference herein, the “Report”). Other than the tagging of the Shell Company Report, there has been no change to the text of the report.

Merger

On the Closing Date, pursuant to the Merger Agreement:

(a) Merger Sub 1 merged with and into GCL Global, with GCL Global continuing as the surviving entity in the merger (the “Initial Merger”), as a result of which: (i) GCL Global became a wholly-owned subsidiary of the Company and (ii) each issued and outstanding security of GCL immediately prior to the consummation of the Merger was no longer outstanding and automatically cancelled, in exchange for the right of the holder thereof to receive such number of newly issued shares of the Company specified below; and (b) Merger Sub 2 merged with and into RFAC, with RFAC surviving such merger as a wholly owned subsidiary of the Company (the “SPAC Merger” and together with the Initial Merger, the “Mergers”, and together the other transactions and ancillary agreements contemplated by the Merger Agreement and the Ancillary Agreements (as defined below), the “Business Combination” or “Transactions”). As a result of the Transactions, RFAC and GCL Global each became a wholly-owned subsidiary of the Company.

Immediately prior to the consummation of the Business Combination, all outstanding Units of RFAC (each of which consists of (i) one share of Class A common stock of RFAC (“RFAC Class A Common Stock”), (ii) one warrant entitling its holder to purchase one share of RFAC Class A Common Stock for $11.50 per share (“RFAC warrant”), and (iii) one right (“RFAC right”) to receive one-tenth of one share of RFAC Class A Common Stock upon the consummation of an initial business combination) automatically separated into their individual components of RFAC Class A Common Stock, RFAC warrants and RFAC rights which ceased separate existence and trading. Upon the consummation of the Business Combination, the equity holdings of the RFAC stockholders were exchanged as follows:

Certain amounts that appear in this Report may not sum due to rounding.

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